Note 12 - Stockholders’ equity

Controlled Equity Offering

The Company has a Controlled Equity Offering^SM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co., as sales agent (“Cantor”). Under the Sales Agreement, the Company may offer and sell, from time to time, through Cantor, shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The Company pays Cantor a commission of 3.0% of the aggregate gross proceeds received under the Sale Agreement. The Company is not obligated to make any sales of the Shares under the Sales Agreement. The offering of Shares pursuant to the Sales Agreement will terminate upon the earlier of (a) the sale of all of the Shares subject to the Sales Agreement or (b) the termination of the Sales Agreement by Cantor or the Company, as permitted therein. The initial agreement contemplated the sale of shares of the Company’s common stock having an aggregate offering price of up to $20.0 million. In December 2014, the Sales Agreement was amended in order for the Company to offer and sell additional shares of Common Stock having an aggregate offering price of $20.0 million.

On September 1, 2017, the Company filed with the SEC a “shelf” registration and sales agreement prospectus covering the offering, issuance and sale of our Common Stock that may be issued and sold under the existing Sales Agreement in an aggregate amount of up to $19.2 million. A total of $150 million of securities may be sold under this shelf registration, which was declared effective September 15, 2017.

For the years ended July 31, 2020, 2019, and 2018 the Company did not sell any shares of common stock under the Sales Agreement.

Treasury stock

During fiscal year 2018, certain officers of the Company exercised 340,898 stock options in non-cash transactions. The officers surrendered 106,911 previously acquired shares of the Company’s common stock to exercise the stock options. The Company recorded approximately $1,014, the market value of the surrendered shares, as treasury stock. All of the treasury shares were subsequently reissued in the share-based 401(k) employer match made during fiscal year ended July 31, 2018.

Common stock

In fiscal 2020, the Company issued 333,265 shares of common stock for its employees’ 401(k) matching contribution obligation. The Company recorded an expense of $839 for the match representing the fair value of the shares at the date of issuance. The Company also issued 4,167 shares of common stock as employee compensation and recorded an expense of $10.

In fiscal 2019, the Company issued 315,472 shares of common stock for its employees’ 401(k) matching contribution obligation. The Company recorded an expense of $832 for the match representing the fair value of the shares at the date of issuance.

In fiscal 2018, the Company used 106,911 shares of treasury stock and issued 37,580 shares of common stock for its employees’ 401(k) matching contributions obligation. The Company recorded an expense of $782 for the match, representing the fair value of the shares at the date of issuance.

Incentive stock plans

In January 2011, the Company’s stockholders approved the adoption of the 2011 Incentive Plan (the “2011 Plan”) which provides for the issuance of equity awards, including among others, options, restricted stock and restricted stock units for up to 3,000,000 Common Shares. The exercise price of options granted under the 2011 Plan, and consistent with other Plans, is equal to or greater than fair market value of the Common Stock on the date of grant. Unless terminated earlier by the Board of Directors, the 2011 Plan will terminate at the earliest of; (a) such time as no shares of Common Stock remain available for issuance under the 2011 Plan or (b) tenth anniversary of the effective date of the 2011 Plan. On January 5, 2018, the Company’s stockholders approved the amendment and restatement of the 2011 Plan to increase the number of shares available for issuance by 2,000,000 bringing the total number of shares available for award under the 2011 Plan to 5,000,000. As of July 31, 2020, there were approximately 937,000 shares available for grant under the 2011 Plan.

The 2011 Plan as amended and restated was approved by the Board of Directors on October 7, 2020 and became effective on such date (the “effective date”). The 2011 Plan was further amended and restated to increase the shares available for issuance by 4,000,000 shares bringing the total number of shares available for award under the 2011 Plan to 9,000,000. The 2011 Plan shall remain in effect until terminated by action of the Board; provided however that no awards or incentive stock options may be granted ten years after the effective date, or October 7, 2030. Awards outstanding under the 2011 Plan after October 7, 2030 shall remain in effect until they have been exercised, terminated, or have expired.

The Company estimates the fair value of each stock option award on the measurement date using a Black-Scholes option pricing model. The fair value of awards is amortized to expense on a straight line basis over the requisite service period. The Company expenses restricted stock awards based on vesting requirements, primarily time elapsed.

Options granted pursuant to the plans may be either incentive stock options or non-statutory options. The 2011 Plan provides for the issuance of stock options, restricted stock and restricted stock unit awards which generally vest over a two to four year period. A summary of the activity pursuant to the Company’s stock option plans for the years ended July 31, 2020, 2019, and 2018 is as follows:

The intrinsic value of stock option awards that vested during the fiscal year represents the value of the Company’s closing stock price on the last trading day of the fiscal year in excess of the exercise price multiplied by the number of options that vested. Total intrinsic value of options that vested and were exercisable during the fiscal years ended July 31, 2020, 2019, and 2018 was $0, $159 and $743, respectively. The intrinsic value of options outstanding at July 31, 2020, 2019, and 2018 was $79, $955 and $1,723, respectively. The intrinsic value of the options exercised in fiscal 2020, 2019 and 2018 was $0, $117 and $6,014, respectively.

During the fiscal year ended July 31, 2019 certain directors and officers of the Company exercised 203,511 stock options in non-cash transactions. The officers and directors received 23,376 net shares of common stock. The Company did not receive any proceeds from this exercise. The net shares issued represent the difference between the fair market value of the options on the date of exercise less the strike price cost to exercise the options.

Listed below are the assumptions used to determine the fair value of options granted during fiscal years 2020, 2019 and 2018:

The following table summarizes information for stock options outstanding at July 31, 2020:

The following table summarizes information for stock options exercisable at July 31, 2020:

Performance Stock Units

To better align the long-term interest of executives with growing U.S. practices, beginning in fiscal 2018, the Company granted long-term incentive awards in the form of time based stock options and performance-based restricted stock units (“Performance Stock Units” or “PSUs”). The PSUs earned will be determined over a three-year performance period. The primary performance metrics will be revenue and Adjusted EBITDA growth. Payouts based on revenue and adjusted EBITDA goals will be modified based on Total Shareholder Return (“TSR”) performance relative to Enzo’s peer group.

During the fiscal years ended July 31, 2020, 2019 and 2018, the Company awarded PSUs to its executive officers. These awards provide for the grant of shares of our common stock at the end of a three–year period based on the achievement of average revenue growth and adjusted EBITDA growth over that period. During the fiscal year 2020, one former executive forfeited a total of 14,500 PSUs. As of July 31, 2020, the Company did not accrue any compensation expense for these PSU’s as the achievement of the growth goals is currently not probable.

The following table summarizes PSU’s granted and outstanding through July 31, 2020:

Restricted Stock Awards

The fair value of a restricted stock award is determined based on the closing stock price on the award date. As of July 31, 2020, there were 817 shares of unvested restricted stock which have a weighted average award price of $3.34 per share. As of July 31, 2020, there was approximately $3 of unrecognized compensation cost related to these unvested shares of restricted stock to be recognized over a weighted average remaining period of approximately six months.

There were no awards made during the fiscal years ended July 31, 2020, 2019 or 2018. During the fiscal year ended July 31, 2020, a total of 811 restricted stock awards vested. The fair value of the awards that vested during the years ended July 31, 2020, 2019 and 2018 was $2, $4 and $24, respectively.